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Annual Report-2018 03

To All Shareholders Insurance Development & Regulatory Authority Bangladesh Securities and Exchange Commission Registrar of Joint Stock Companies & Firms Dhaka Stock Exchange Limited Chittagong Stock Exchange Limited Central Depository Bangladesh Limited

Subject : Annual Report -2018.

Dear Sir (S) :

Yours sincerely,

(Md. Rabiul Alam FCS) Deputy Managing Director (F&A)

& Company Secretary

We are pleased to enclose a copy of the Annual Report-2018 together with the Audited Financial Statements including Balance Sheet as at 31st December 2018 and Life Revenue Account, Statement of Cash Flow, Statement of change in Shareholders Equity of Sunlife Insurance Company Limited for the year ended 31st December 2018 along with notes thereon, for your kind information, record and necessary measures.

Transmittal Letter

Annual Report-201804

NOTICE FOR 19th ANNUAL GENERAL MEETING

04

of the Company

elligible to attend the meeting.

did not propose any Dividend

A) Board of Directors Professor Rubina Hamid Chairperson Mrs. Fouzia Maleque Director Mrs. Shabana Maleque Director Dr. Kazi Aktar Hamid Director Adv. Shaila Ferdous Santaz Banu Director Alhaj Mofizur Rahman Director Mr. Rahat Maleque Director Mr. Ryan Hamid Director

Mr.Md. Joynal Abedin FCA Chairman Professor Rubina Hamid Member Mrs. Shabana Maleque Member Dr. Kazi Aktar Hamid Member Adv. Shaila Ferdous Santaz Banu Member Mr. Rahat Maleque Member Mr. Ryan Hamid Member C) Executive Committee Mrs. Shabana Maleque Chairman Dr. Kazi Aktar Hamid Member Adv. Shaila Ferdous Santaz Banu Member Alhaj Mofizur Rahman Member Mr. Rahat Maleque Member Mr. Ryan Hamid Member BOARD CONSULTANT A K M Nurul Fazal Bulbul Chief Executive Officer (CEO) Mr. AKM Shariful Islam COMPANY SECRETARY Mr. Md. Rabiul Alam FCS

Annual Report-2018 05

Independent DirectorMr. Joynal Abedin FCA Independent DirectorAdv. Abdus Salam

BOARD OF DIRECTORS, AUDIT & EXECUTIVE COMMITTEE

B) Audit Committee

Annual Report-201806

Adv. Md. Abdus Salam Md. Joynal Abedin FCA

Annual Report-2018 07

CORPORATE INFORMATION Chief Executive Officer (CEO) Mr.AKM Shariful Islam

CORP

ORAT

E MA

NAGE

MENT

Additional Managing Director & CFO Dr. Kalyan Kr. Chakraborty FCA Additional Managing Director Mr. S M Aslam Reza Additional Managing Director Md. Shahidul Islam Deputy Managing Director & Company Secretary Mr. Md. Rabiul Alam FCS

Sr. Asst. Managing Director Dr. A. Y. M. Nesar Uddin

Mrs. Sumona Parvin

Asst. Managing Director

Mr. Shahedur Rahaman Khan Mr. Md. Shahadat Hossain Mr. A K M Mirjahan Chowdhury

Md. Mr.Sakin Ahmed Md. Mr.Saiful Islam

Sr. Executive Director Mr. Humayun Kabir (ICT & MIS)

Sr. General Manager Mr. Sunamuddin (Audit & Inspection)

Mr. Sabuj Talukder (PI Lokomukhi)

General Manager Mr. Md. Enamul Haque Chowdhury (HRD)

Sr. Deputy General Manager Mr. Md. Abdul Aziz

Mr. Md. Rajibul Hasan ADVISOR Professor Dr. Syed Samsuddin Ahmed AUDITORS M/s Shiraz Khan Basak & Co.

Chartered Accountants RK Tower (Level -10),86 Bir Uttam C.R. Datta Road(312, Sonargaon Road) Hatirpool,Dhaka-1205.

COMPLIANCE AUDITORS of CGG M. Mohsin & Co. (Chartered Secretaries) LEGAL ADVISOR

Dr. Hamid & Associates Rahman Mention, 3rd Floor, Room No. 28 21 Court House Street,Kotoali, Dhaka.

BANK

ERS

Islami Bank Bangladesh Ltd Premier Bank Ltd Mercantile Bank Ltd Eastern Bank Ltd Rajshahi Krishi Unnayan Bank (RAKUB)

Dutch Bangla Bank Ltd. (DBBL)Bank Asia Limited

Exim Bank Ltd Rupali Bank Limited Janata Bank Pubali Bank Limited Bangladesh Krishi Bank SonaliShahjalal Islami Bank Limited

Bank Ltd.

(We maintain collection A/C with almost all the Banks of the country) CORPORATE OFFICE BTA Tower (12th Floor), 29 Kemal Ataturk Avenue

Banani C/A, Dhaka-1213.

Dr. Moulana HM Shahidul Islam BarakatiSecretary General - Bangladesh Human Rights CouncilChairman : Shariah Supervising Committee, Prime Bank Ltd.

Dr Kazi Aktar Hamid Former Consultant, Law Reform Commission of Canada Advocate, Supreme Court of Bangladesh Director, Sunlife Insurance Company Limited

Member Secretary

Mr. AKM Shariful Islam Chief Executive Officer Sunlife Insurance Company Ltd.

Member

Moulana Abu Tayub Md. Tazul Islam Prodhan Khateeb Korotia College Mosque, Tangail

Member

Moulana Mohammad Musa Principal Manikganj Islamia Kamil Madrasha, Manikganj

Member

Moulana Mufti Mansurul Haque Ex. Member, Shariah Board Shahajalal Islami Bank Limited

Member

Dr.Gazi Md.Zahirul Islam Director General Kuwit Joint Relif Committee Bangladesh

Member

Md. Rabiul Alam FCS Deputy Managing Director (F&A) & Company Secretary Sunlife Insurance Company Limited

Member

Dr. Abu Yousuf Md. Nesar Uddin Asstt. Managing Director Islami Ekok Bima Sunlife Insurance Company Limited

Member

Annual Report-201808

Shariah Council

Chairman

Mrs. Fouzia Maleque, Sponsor DirectorMrs. Fouzia Maleque was born in the year 1942 in a renowned Muslim family in Bangladesh. Her husband, Late Col. A. Maleque Psc (Retd.), was the Mayor of Dhaka City Corporation and former Cabinet Minister of the Peoples Republic of Bangladesh. She is involved with different business organization. She has been serving in the Sunlife Insurance Company Limited for last 19 years as Sponsor Director. Mrs. Fouzia Maleque is a Bangladeshi national and woman of amiable personality.

Mrs. Shabana Maleque, Sponsor DirectorMrs. Shabana Maleque, W/o Mr. Zahid Maleque was born in a respectable Muslim family of Rajshahi in Bangladesh. She obtained BA from Eden Mohila College under the University of Dhaka. She is a founder Sponsor Director of Sunlife Insurance Company Ltd. Mrs. Shabana Maleque is involved with different business organization as Director. She is also Director of Bangladesh Thai Aluminium Ltd, Rahat Real Estate and Construction Ltd and Pristine Colour Ltd. She has been serving in the Sunlife Insurance Company Limited for last 19 years as Director. She is a woman of amiable personality and an ideal housewife in her personal life. She is a Bangladeshi national.

Dr. Kazi Aktar Hamid, Sponsor DirectorDr. Kazi Aktar Hamid, son of Late Abdul Hamid, was born in the year 1959 in Dhaka, Bangladesh. He obtained his L.L.B. degree with honours from the University of Dhaka and L.L.B (NCA, Canada) from the Faculty of Law (Fauteux Hall) University of Ottawa. He received the degree of the Master of Comparative Jurispurdence from the Howard law school, Washington, D.C and Doctorate of Laws (L.L.B) from the Faculty of Law (Fauteux Hall) University of Ottawa. Currrently, Dr. Hamid is the Head of Chambers of Dr. Hamid and Associates. He became the senior Advocate of the Supreme Court of Bangladesh on December 20, 2015 which is known as ‘sliks’ or ‘Queen’s counsel’ in the United Kingdom. He served as Consultant of the law Reform Commission of Canada (LRCC) under the Department of Justice, Government of Canada. Dr. Hamid is a Director of Sunlife Insurance Company Ltd. He also a Director of BD Thai Food and Beverage Ltd. and BD Thai Cosmo Ltd.

Annual Report-2018 09

Prof. Rubina Hamid, ChairpersonMrs. Rubina Hamid, daughter of Late Col. A. Maleque, Psc (Retd.) and wife of Dr. Kazi Aktar Hamid, was born in a respectable Muslim family of Manikgonj. She obtained B.Com (Hons), M.Com (Management) from University of Dhaka and had her higher education in Canada. Just after completion of her academic education she joined the University of Dhaka as a lecturer and at present she is a Professor, Department of Management Studies, University of Dhaka. She is the founder sponsor Director and the Chairperson of Sunlife Insurance Company Ltd. She is also sponsor Director and Chairperson of a number of companies, which include Bangladesh Thai Aluminium Ltd., BD Thai Food and Beverage Ltd, and BD Thai Cosmo Ltd. Her contribution to the development of the company is remarkable. Due to her outstanding contribution in Sunlife Insurance Company Limited she received Moulana Bhasani Research Award” in 2007 and General Osmani Gold Medal in 2014, for the best female entrepreneur in insurance industry. She also received Jaita Gold Award for her outstanding performance in female enterprenership. She is a member of Executive Committee and 1st Vice President of Bangladesh Insurance Association (BIA) and Director of Bangladesh Insurance Academy. Apart from this she is a person of pleasant personality, a renowned social worker and an ideal housewife in her personal life. She is a Bangladeshi national. She has traveled to many countries in connection with business and education

Pro�ile of Directors

Adv. Shaila Ferdous Santaz Banu, Director

Advocate Shaila Ferdous Santaz Banu was born in the year 1965. Her husband Mr. Nurul Fazal Bulbul is an imminent social worker and entrepreneur and Co-founder of Exim Bank Ltd. She did her MSc, LLB from the University of Dhaka. She was a former APP (1996) and Notary Public for whole Bangladesh and Advocate of High Court Division, Supreme Court, Dhaka Bangladesh (1998). She has been serving in the Sunlife Insurance Company Ltd. for last 15 years as Director. She is also a Director of Japan Bangladesh Friendship Hospital Ltd. and Sponsor shareholder of Exim Bank Ltd. She possesses pleasant personality and an ideal housewife in her personal life. She is a Bangladeshi national.

Alhaj Mofizur Rahman, Sponsor Director

Alhaj Mofizur Rahman, son of Late Alhaj Abdul Majid Madbor, was born in the year 1955 in a respectable Muslim family. He did his BSc from Shahid Sorowardi College under the University of Dhaka. After completion of his academic education he started business. He is a sponsor Director of Sunlife Insurance Company Ltd. He is involved in different businesses. He has been serving in the Sunlife Insurance Company Ltd. for last 19 years as Director. He is a Bangladeshi national. He is a nominee Director of BD Sunlife Securities Limited, Trustee Bangladesh Islami University, Chairman Sonargaon Finance & Commerce (MCS) Limited and Agro Fleet BD Private Limited.

Mr. Rahat Maleque, Director

Mr. Rahat Maleque was born in 1986 in a respectable Muslim family. He has completed his Bachelor of Business Administration degree from North South University, Dhaka and Masters in Business & Finance from Queen Marry University London. He is also Director of BD Sunlife Securities Limited, BD Thai Food & Beverage Limited and Rahat Real Estate & Construction Limited. He is serving as Managing Director of BD Sunlife Securities Limited. His contribution for development of Sunlife Insurance Company Limited is remarkable.

Mr. Ryan Hamid, Director

Mr. Ryan Hamid was born in 1990 in a respectable Muslim family.He has completed his LL.B Hon’s from University of London and LLM from Cardiff University of UK. He is also the Director of BD Thai Cosmo Limited, BD Thai Food & Beverage Limited. Mr. Ryan Hamid is a Bangladeshi national and man of amiable personality. He has been serving in the Sunlife Insurance Company Limited for 6 years as Director.

Annual Report-201810

Pro�ile of Directors

Adv. Abdus Salam

Adv. Abdus Salam was born in the year 1950. He is a member of Manikgonj Bar Association. He is also Chairman of Governing Body of Begum Zarina Degree Collage and Ideal Teachers Training Collage Manikgonj . He is advisor of Manikgonj Zilla Freedom Fighter Parishad and Former Director of Rupali Bank Ltd and Bangladesh Development Bank Ltd .

Mr. Joynal Abedin FCA

Mr. Joynal Abedin FCA is a Chartered Accountant and Fellow Member of the Institute of Chartered Accountant of Bangladesh.He was born in 1960 . He aquared vast knowledge in the field of Finance, Accounts, Marketing ,Business Strategy and planning. He served in the various positions in many Limited Companies such as Partex Group, Total Thread (Bangladesh) Ltd, Bangladesh Lamps Ltd (PHILIPS) . He participated in Training Programms and different Workshops in Malaysia, Phillipine Hongkong, Thailand and Chaina.

Mr. AKM Shariful Islam, Chief Executive Officer

Mr. AKM Shariful Islam is the Chief Executive Officer of Sunlife Insurance Company Ltd. He has about 24 years experience in the field of life insurance sector in Bangladesh. He completed his BSS (Hon’s) in Economices from the University of Dhaka & MBA from a Private Unversity, Dhaka Bangaldesh. He did diploma in personnel Management from BMDC. He has atttendend Micro insurance Conference held in Mexico in 2014. He started his insurance carrier from Jiban Bima Corporation and thereafter he served in the Delta Life Insurance Company Limited, National Life Insurance Company Limited, Golden Life Insurance Co. Ltd. and also Dimond Life Insurance Company Limited. Mr. AKM Shariful Islam was born in the year 1955 in a respectable Muslim family of Cumilla in Bangladesh. He is a man of amiable personality.

Annual Report-2018 11

Pro�ile of Directors

Annual Report-201812

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Annual Report-2018 13

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The Audit Committee Meetings were held to carry out the following tasks:

01) Reviewed the internal audit reports and �ndings of di�erent o�ces of the company audited by the Internal Audit Department

02) Advised and recommended follow up actions based on the �ndings of those audit reports

03) Reviewed the �nancial statement of the company which contained full disclosure and ensured that the same was prepared in accordance with the International Accounting Standard (IAS) and the International Financial Reporting Standard (IFRS) as adopted in Bangladesh

04) Reviewed overall �nancial and operational activities of the company.

The Audit Committee comprises of 7 members. All of them are Directors nominated by the Board of Directors. The Chairman of this committee is Joynal Abedin FCA an Independent Director of the Board. The committee operates according to the Terms of Reference approved by the Board and in compliance with the Bangladesh Securities and Exchange Commission Noti�cation No. SEC/CMRRCD/2006-158/Admin/02-08 dated 20th February 2006.

The Committee ensures that a sound �nancial reporting system is well managed, providing accurate, appropriate and timely information to the Board of Directors, management, regulatory bodies, shareholders and other interested parties.

(Joynal Abedin FCA) Dated: 30th July 2019 Chairman

Audit Committee

Annual Report-201814

BTA Tower (7th Floor) 29 Kemal Ataturk Avenue, Road # 17, Banani C/a, Dhaka-1213G.P.O Box No. 2401, 2241, Phone: PABX: 9821562-4, 9821567, Fax: 88-02-9821565

E-mail : Sunlife@dtechltd.com, Web: www.sunlifeinsbd.com

Report of the Audit Committee

We have reviewed �nancial statements for the year ended 31st December 2018 andto the best of our knowledge and belief:

a) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

b) These statements together present a true and fair view of the company’s a�airs and comply with existing accounting standards and applicable laws.

To the best of our knowledge and belief, no transactions entered into by the company during the year 2018 which are fraudulent, illegal or violation of the company’s code of conduct.

(Dr. Kalyan Kr. Chakraborty FCA) (AKM Shariful Islam)Chief Financial O�cer Chief Executive O�cer

Annual Report-2018 15

BTA Tower (7th Floor) 29 Kemal Ataturk Avenue, Road # 17, Banani C/a, Dhaka-1213G.P.O Box No. 2401, 2241, Phone: PABX: 9821562-4, 9821567, Fax: 88-02-9821565

E-mail : Sunlife@dtechltd.com, Web: www.sunlifeinsbd.com

Certification by the Chief Executive Officer and theChief Financial Officer on financial reporting

Annual Report-20171016 Annual Report-201816

Annual Report-2018 17

240.86

(20.66)

(20.23%) (20.44%)

Annual Report-201818

Annual Report-2018 19

240.86 240.86

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FINANCE AND INVESTMENT

LIFE FUND

CREDIT RATING REPORT

Dividend :

DIRECTORS :

Sponsor Shareholder Director

Shareholder Director :

During the year 2018 an amount of Tk. 62.73 Crore has been decreased in life Fund.Total Life Fund account arised at Tk. 240.86 Crore compared to Tk. 303.59 Crore in 2017 which is (20.66)% lower than that of Previous Year.

In 2018 investment position of the company has arised at Tk. 159.80 Crore compared to Tk 200.34 Crore in 2017 which is (20.23) % lower than the previous year.

The Credit Rating Agency of Bangladesh (CRAB) has rated Sunlife Insurance Company Limited as BBB3 analyzing the audited Accounts for the year ended 31st December, 2017. Considering higher claim paying ability, Liquidity Position, Financial Solvency and Management e�ciency.

The Actuarial Valuation report for the year 2018 not yet completed by actuary so it was not possible to propose dividend for the year 2018.

In accordance with the provisions of Articles of Association of the company, the following Sponsor Directors shall retire from the o�ce at the 19th Annual General Meeting and being eligible they o�ered themselves for re-election: 01. Mrs. Fouzia Maleque02. Mrs. Shabana Maleque

The following one Shareholder Director shall retire from the o�ce at the 19th Annual General Meeting and being eligible she o�ered herself for re-election. 01. Adv. Shaila Ferdous Santaz Banu

Annual Report-201820

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Corporate Governance Compliance Auditors

As per rules the position of the existing two independent Directors’ Mr. Golam Mohiuddin and Mr.Ramjan Ali was fallen vacant due to unauthorised long time absent without leave. The Board of Directors at their meeting held on 27th May 2019 appointed the following two persons as independent Directors as they are eligiable for this position:1) Adv. Abdus Salam 2) Md. Joynal Abedin FCA The appointment of the above two independent directors shall be approved by the Shareholders in this Annual General Meeting.

The auditor of the company M/S Shiraz Khan Basak & Co. ,Chartered Accountant will retire at this Annual General Meeting and being eligiable they o�ered themself for re-appoiatment for the year 2019.

The Board of Directors at their meeting held on 30.07.19 recommended to appoint M/S Shiraz Khan Basak & co. Chartered Accountants as statutory Auditors for the year 2019 which need to be approved by the shareholder in this Annual General Meeting.

The Board of Directors at their meeting held on 30.07.2019 recommended to re-appoint M/s M. Mohosin & Co. Chartered Secretaries as Corporate Governance Compliance Auditor for the year 2019 which need to be approved by the shareholders in this Annual General Meeting (AGM)

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In compliance with the requirements of the Bangladesh Securities and Exchange Commission (BSEC) noti�cation, M. Mohosin & Co. Chartered Secretaries issued the Corporate Governance Compliance Report which is appended herewith. (See Page : 24 - 41)

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Directors’ Responsibility Statement In terms of Condition No. 1.5 issued by the Bangladesh Securities and Exchange Commission noti�cation no. SEC/CMRRCD/2006-158/134

C) Independent Director :

AUDITORS

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Corporate Governance Compliance Report

Annual Report-2018 21

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Admin/44 dated 07 August 2012, the Board of Directors of the Company state that :

1. The Financial Statements prepared by the management present fairly the Company’s state of a�airs, the results of its operations, cash �ows and changes in equity.

2. Proper books of accounts of the company have been maintained.

3. Appropriate accounting policies have been consistently applied in the preparation of �nancial statements and the accounting estimates are based on responsible and prudent judgment.

4. The International Accounting Standards, as applicable in Bangladesh (BAS), have been followed in the preparation of �nancial statements.

5. The sound systems are internal control e�ective implementations and monitoring process thereof are in place.

6. There are no signi�cant doubts upon the Company’s ability to continue as a going concern.

Annual Report-201822

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APPRECIATION

Expectation for Business 2019

Prof. Rubina Hamid

For and on behalf of the Board

Chairperson

We expect the year 2019 to be more hopeful of future growth and progress rather than the last 2018. We believe that 2019 will be prospective for Sunlife Insurance Company Limited. To achieve the above, management has projected a premium target of TK. 140 core for the year 2019. The collection of premium is seen encouraging. Management is optimistic and all e�orts are being made accordingly to achieve the target.The Constraction work Sunlife Tower Mohakhali going on. In the mean time shore pilling ,earth cutting ,mate casting has been compleated we hope the entire constraction work will be completed within next 2(two) years. Management also planned to build multistoried commercial Bhoban at its Khulna lands.

On behalf of the Board of Directors, I would like to express my heartiest thanks to our honourable shareholders, valued policy holders, Bangladesh Securities & Exchange Commission (BSEC), Dhaka Stock Exchange Ltd. (DSE), Chittagong Stock Exchange Ltd. (CSE), the o�ce of the IDRA, Joint Stock Companies & Firms, our bankers and other esteemed well-wishers and stakeholders for their con�dence and support given to us. We deeply appreciate the dedicated services of all our employees for their contribution in the Company’s progress and achievement.

In �ne we are committed to achieve our objects and goals and sincerely look forward to every one’s continuous support and co-operation.

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Annual Report-2018 23

Annual Report-201824

Compliance Report Annexure –B

Certificate as per condition No. 1(5)(xxvii) Report to the Shareholder of SUNLIFE INSURANCE COMPANY LTD. on compliance on the Corporate Governance Code. We have examined the compliance status to the Corporate Governance Code by SUNLIFE INSURANCE COMPANY LTD. for the year ended on 31ST Dec. 2018. This Code relates to the Notification No.SEC/CMRRCD/2006-158/207/Admin/80, dated 03 June 2018 of the Bangladesh Securities and Exchange Commission. Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code. This is scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code. We state that we have obtained all the information and explanations, which we have required, and after due scrutiny and verification thereof, we report that, in our opinion: (a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above mentioned Corporate Governance Code issued by the commission; (b) The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries Bangladesh (ICSB) as required by this Code; (c) Proper books and records have been kept by the company as required under the Companies Act, 1994, the securities laws and other relevant laws; and (d) The Governance of the company is satisfactory; Place: Dhaka

M. MOHASHIN & CO. Date: 07th August, 2019 Chartered Secretaries

Mohammed Mohashin,FCS Principal

M. MOHASHIN & CO. Chartered Secretaries Shahera Tropical (3rd floor), Room # 4 (A Firm recognized by ICSB 218, Elephant road, Dhaka-1205, Bangladesh formed under an act of parliament) Ph: 029127148, 01815-583682, mmohashinn@gmail.com